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Anchor Resources Limited

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Anchor Resources Limited CIRCULAR DATED 30 JUNE 2017 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. If you are in any doubt as to the action that you should take, you should consult your legal, financial, tax, or other professional adviser(s) immediately. If you have sold or transferred all your shares in the capital of Anchor Resources Limited (“Company”) represented by physical share certificate(s), you should immediately forward this Circular together with the Notice of Extraordinary General Meeting and the accompanying Proxy Form immediately to the purchaser or the transferee, or to the bank, stockbroker or agent through whom the sale or the transfer was effected for onward transmission to the purchaser or the transferee. This Circular has been prepared by the Company and its contents have been reviewed by the Company’s sponsor, UOB Kay Hian Private Limited (“Sponsor”), for compliance with the Singapore Exchange Securities Trading Limited (“SGX-ST”) Listing Manual Section B: Rules of Catalist (“Catalist Rules”). The Sponsor has not verified the contents of this Circular. The SGX-ST does not normally review the application for admission, but relies on the Sponsor confirming that the Enlarged Group (as defined herein) is suitable to be listed and complies with the Catalist Rules. Neither the Monetary Authority of Singapore (“Authority”) nor the SGX-ST has examined or approved the contents of this Circular. Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this Circular, including the correctness or accuracy of any of the statements made, reports contained or opinions expressed. The lodgment of this Circular with the SGX-ST does not imply that the Securities and Futures Act, Cap. 289, of Singapore (“SFA”), or any other legal or regulatory requirements, or requirements under the Catalist Rules (as defined herein), have been complied with. An application has been made to the SGX-ST for permission for the listing and quotation of the Consideration Shares and the Exchange Shares to be allotted and issued for listing on the Catalist. The listing and quotation notice, if issued by the SGX-ST, is not to be taken as an indication of the merits of the Proposed Transactions, the Company, the Group, the Target Group, the Enlarged Group, the Shares, the Consideration Shares or the Exchange Shares (all as defined herein). Terms appearing on the cover of this Circular bear the same meanings as defined in this Circular. Companies listed on the Catalist may carry higher investment risk when compared with larger or more established companies listed on the SGX-ST Mainboard. In particular, companies may list on the Catalist without a track record of profitability and there is no assurance that there will be a liquid market in the Shares traded on the Catalist. You should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with your professional adviser(s). The contact persons for the Sponsor are Mr Alvin Soh, Head of Catalist Operations, Senior Vice President and Mr Josh Tan, Vice President, who can be contacted at 8 Anthony Road, #01-01, Singapore 229957, telephone (65) 6590 6881. Your attention is drawn to Section 4.6 of the Circular entitled “Risks associated with the New Businesses”, Section 5.2 of the Circular entitled “Risk Factors relating to the Enlarged Group” and Section 20 of Appendix A to this Circular entitled “Risk Factors”, which you should review carefully and in their entirety. ANCHOR RESOURCES LIMITED (Company Registration No. 201531549N) (Incorporated in the Republic of Singapore) CIRCULAR TO SHAREHOLDERS IN RELATION TO (1) THE PROPOSEDACQUISITION OFALL THE ISSUEDAND FULLY-PAID SHARES IN THE CAPITAL OF GGT MANUFACTURING SDN. BHD., BEING A VERY SUBSTANTIAL ACQUISITION AND AN INTERESTED PERSON TRANSACTION UNDER THE CATALIST RULES (“PROPOSED ACQUISITION”); (2) THE PROPOSED ALLOTMENT AND ISSUE OF THE CONSIDERATION SHARES TO THE VENDORS AT THE ISSUE PRICE OF S$0.145 PER CONSIDERATION SHARE PURSUANT TO THE PROPOSED ACQUISITION; (3) THE PROPOSED ALLOTMENT AND ISSUE OF THE CONSIDERATION SHARES TO LIM CHIAU WOEI (MANAGING DIRECTOR AND SUBSTANTIAL SHAREHOLDER OF THE COMPANY) AT THE ISSUE PRICE OF S$0.145 PER CONSIDERATION SHARE PURSUANT TO THE PROPOSED ACQUISITION, BEING AN INTERESTED PERSON TRANSACTION UNDER THE CATALIST RULES; (4) THE PROPOSED WHITEWASH RESOLUTION BY INDEPENDENT SHAREHOLDERS FOR THE WAIVER OF THEIR RIGHTS TO RECEIVE A MANDATORY GENERAL OFFER FROM LIM CHIAU WOEI AND HIS CONCERT PARTIES; (5) THE PROPOSED TRANSFER OF CONTROLLING INTEREST TO LUMINOR PACIFIC FUND 1 LTD. PURSUANT TO THE PROPOSED ACQUISITION; (6) THE PROPOSED DIVERSIFICATION OF THE CORE BUSINESS OF THE GROUP TO INCLUDE THE DIMENSION STONE GRANITE BUSINESS AND THE INTERIOR FIT-OUT BUSINESS; (7) THE PROPOSED ISSUE OF EXCHANGEABLE BONDS DUE 2019 IN AN AGGREGATE PRINCIPAL AMOUNT OF S$2.0 MILLION TO LUMINOR PACIFIC FUND 2 LTD. (“PROPOSED EXCHANGEABLE BONDS ISSUE”); (8) THE PROPOSED ALLOTMENT AND ISSUE OF EXCHANGE SHARES PURSUANT TO THE PROPOSED EXCHANGEABLE BONDS ISSUE; AND (9) THE PROPOSED IPT MANDATE. Sponsor and Financial Adviser to the Company in respect of the Proposed Acquisition UOB KAY HIAN PRIVATE LIMITED (Company Registration No. 197000447W) (Incorporated in the Republic of Singapore) Independent Financial Adviser to the Non-Interested Directors in respect of the Interested Person Transaction in connection with the Proposed Acquisition, the Proposed Whitewash Resolution and the Proposed IPT Mandate ASIAN CORPORATE ADVISORS PTE. LTD. (Company Registration No. 200310232R) (Incorporated in the Republic of Singapore) IMPORTANT DATES AND TIMES LastdateandtimeforlodgmentofProxyForm : 17July2017at11.00 a.m. DateandtimeofExtraordinaryGeneralMeeting : 19July2017 at 11.00 a.m. PlaceofExtraordinaryGeneralMeeting : TopazRoom,Level2, Sheraton Towers, 39 Scotts Road, Singapore 228230 TABLE OF CONTENTS CORPORATE INFORMATION ............................... ............... 1 DEFINITIONS........................................ ................... 4 GLOSSARY OF TECHNICALTERMS ........................... ............. 15 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS. .......... 21 LETTERTO SHAREHOLDERS............................... .............. 22 1. INTRODUCTION ..................................... ............... 22 2. THE PROPOSED ACQUISITION AND THE PROPOSED ALLOTMENT . 25 3. THE PROPOSED WHITEWASH RESOLUTION................... .......... 34 4. PROPOSED DIVERSIFICATION .......................... .............. 37 5. INFORMATION ON THE ENLARGED GROUP .................... ......... 44 6. PROPOSED EXCHANGEABLE BONDS ISSUE ................... ......... 45 7. PROPOSEDIPTMANDATE............................... ............. 52 8. LISTING AND QUOTATION NOTICE BY THE SGX-ST............. .......... 61 9. FINANCIALEFFECTS................................. ............... 61 10. OPINION OF THE INDEPENDENT FINANCIAL ADVISER . ........... 63 11. OPINION OF THEAUDIT COMMITTEE ...................... ............ 65 12. INTERESTS OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS, THE VENDORS ANDLUMINOR2........................................ ............ 66 13. DIRECTORS’ RECOMMENDATIONS....................... .............. 67 14. EXTRAORDINARY GENERAL MEETING ..................... ............ 68 15. ABSTENTION FROM VOTING............................ .............. 69 16. ACTION TO BE TAKEN BY SHAREHOLDERS ................... .......... 69 17. RESPONSIBILITY STATEMENT ......................... ............... 70 18. CONSENTS........................................ ................ 70 19. DOCUMENTS AVAILABLE FOR INSPECTION ................. ............ 72 APPENDIX A – LETTER TO SHAREHOLDERS FROM THE BOARD OF DIRECTORS OF GGT MANUFACTURING SDN. BHD............................ .............. A-1 1. BACKGROUNDANDHISTORY............................. ............ A-1 2. INDUSTRYAND BUSINESS OVERVIEW ...................... ........... A-3 3. SHARE CAPITALAND SHAREHOLDERS...................... ........... A-24 4. COMPETITION AND COMPETITIVE STRENGTHS. ........... A-25 5. INDEPENDENTVALUATION............................. .............. A-28 6. MAJOR CUSTOMERSAND SUPPLIERS ....................... .......... A-29 7. INVENTORYMANAGEMENT.............................. ............. A-31 8. CREDITMANAGEMENT ................................. ............. A-31 i TABLE OF CONTENTS 9. SEASONALITY...................................... ................ A-33 10. RESEARCHAND DEVELOPMENT .......................... ............ A-33 11. HEALTH, SAFETY, ENVIRONMENT AND QUALITY ASSURANCE. .......... A-33 12. DIRECTORSAND EMPLOYEES........................... ............. A-34 13. CORPORATE GOVERNANCE AND INTERNAL CONTROLS . ........ A-38 14. CORPORATE SOCIAL RESPONSIBILITY................... .............. A-39 15. SALESANDMARKETING............................... .............. A-39 16. INSURANCE ....................................... ................ A-40 17. INTELLECTUALPROPERTY............................ ............... A-40 18. PROPERTIESAND FIXEDASSETS ........................ ............. A-40 19. GOVERNMENT REGULATIONS, PERMITS AND LICENCES . .......... A-42 20. RISKFACTORS..................................... ................ A-52 21. SELECTED FINANCIAL INFORMATION .................... .............. A-76 22. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS................................ ..........
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